Unassociated Document


    Exhibit
      10.3

     

    AMENDED
      AND RESTATED GUARANTY

    


    This
      AMENDED AND RESTATED GUARANTY is made and entered into by Anthracite Capital,
      Inc., a Maryland corporation whose address is c/o BlackRock Financial
      Management, Inc., 40 East 52nd Street, New York, New York 10022 (“Guarantor”),
      for
      the benefit of Bank of America, N.A., whose address is Mail Code NC1-027-19-01,
      Hearst Tower, 214 North Tryon Street, Charlotte, North Carolina 28555 (the
      “Buyer
      Agent”)
      for
      the benefit of Bank of America, N.A. (“BANA”)
      and
      Banc of America Mortgage Capital Corporation (“BAMCC”,
      individually and/or collectively, as the context may require, each a
“Buyer”
and
      collectively, the “Buyers”).
      This
      Guaranty is made with reference to the following facts (with some capitalized
      terms being defined below):

    


    WHEREAS,
      Anthracite
      Capital BOFA Funding LLC, a Delaware limited liability company whose address
      is
      c/o BlackRock Financial Management, Inc., 40 East 52nd Street, New York, New
      York 10022 (“Seller”)
      is
      party to that certain Master Repurchase Agreement between Seller, the Buyer
      Agent and Buyers dated July 20, 2007, together with all annexes thereto (as
      amended, modified and in effect prior to the date hereof, the “Existing
      Repurchase Agreement”;
      as
      amended by the Amendment and Agreement, dated as of the date hereof (the
“Amendment”)
      and as
      further amended, modified and in effect from time to time, the “Repurchase
      Agreement”).
      Capitalized terms used but not defined herein, shall have the meanings ascribed
      to such terms in the Repurchase Agreement.

    


    WHEREAS,
      in
      connection with the Existing Repurchase Agreement, the Guarantor executed and
      delivered that certain Guaranty, dated as of July 20, 2007 (as amended, modified
      and in effect prior to the date hereof, the “Existing
      Guaranty”).

    


    WHEREAS,
      the
      Seller, the Buyer
      Agent and the Buyers have amended the Existing Repurchase Agreement pursuant
      to
      the terms of the Amendment.

    


    WHEREAS,
      it
      is a
      requirement under the Amendment that the Existing Guaranty be amended and
      restated as provided herein and it is a condition precedent to the effectiveness
      of the Amendment that the Guarantor shall have executed and delivered this
      Guaranty to the Buyer Agent.

    


    WHEREAS,
      Guarantor is the direct owner of 100% of the membership interests of
      Seller.

    


    WHEREAS,
      Guarantor expects to benefit if the Seller, the Buyer Agent and the Buyers
      amend
      the Repurchase Agreement, and desires that the Buyer Agent and the Buyers amend
      the Repurchase Agreement, pursuant to the terms of the Amendment.

    


    WHEREAS,
      the
      Buyer Agent and the Buyers would not amend, and would not be obligated to amend,
      the Repurchase Agreement with Seller unless Guarantor executed this Guaranty.
      This Guaranty is therefore delivered to the Buyer Agent to induce the Buyer
      Agent and the Buyers to amend the Repurchase Agreement pursuant to the terms
      of
      the Amendment. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE,
      in
      exchange for good, adequate, and valuable consideration, the receipt of which
      Guarantor acknowledges, and to induce the Buyer Agent and the Buyers to enter
      into the Amendment and accept the Repurchase Agreement and the other Transaction
      Documents, Guarantor agrees as follows:

    


    1. DEFINITIONS.

    


    For
      purposes of this Guaranty, the following terms shall be defined as set forth
      below. In addition, any capitalized term defined in the Repurchase Agreement
      but
      not defined in this Guaranty shall have the same meaning in this Guaranty as
      in
      the Repurchase Agreement.

    


    1.1 “Adjusted
      Net Income”
means,
      for any period, the Net Income of Guarantor and its consolidated Subsidiaries
      for such period, determined on a cash basis for such period without recognizing
      any trading portfolio gains or losses in general, and specifically without
      giving effect to:

    


    (a) depreciation
      and amortization,

    


    (b) gains
      or
      losses that are classified as “extraordinary” in accordance with
      GAAP,

    


    (c) capital
      gains or losses on sales of real estate, 

    


    (d) capital
      gains or losses with respect to the disposition of investments in marketable
      securities,

    


    (e) any
      provision/benefit for income taxes for such period, 

    


    (f) earnings
      from equity investments and unconsolidated joint ventures determined in
      accordance with GAAP,

    


    (g) losses
      attributable to the impairment of assets,

    


    (h) incentive
      fees paid in the form of the issuance of the Guarantor’s common
      stock,

    


    (i) Cash
      Interest Expense,

    


    (j) income
      or
      expense attributable to the ineffectiveness of hedging transactions,
      and

    


    (k) interest
      accretions, whether in favor or against the Guarantor.

    


    Without
      limiting the foregoing, Net Income shall be determined before preferred stock
      dividends and shall include cash distributions from equity investments and
      unconsolidated joint ventures.

    


    1.2 “Capital
      Lease Obligations”
means,
      for any Person, all obligations of such Person to pay rent or other amounts
      under a lease of (or other agreement conveying the right to use) Property to
      the
      extent such obligations are required to be classified and accounted for as
      a
      capital lease on a balance sheet of such Person under GAAP, and for purposes
      of
      this Guaranty, the amount of such obligations shall be the capitalized amount
      thereof, determined in accordance with GAAP.

     

    
      
        
        

      

      
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    1.3 “Cash
      Interest Expense”
means,
      for any period, total interest expense, both expensed and capitalized, of
      Guarantor and its Subsidiaries for such period with respect to the Total
      Recourse Indebtedness, determined on a consolidated cash basis, for such period,
      and net of any interest accretions, whether in favor or against, with respect
      to
      debt.

    


    1.4 “Committed
      Facility”
shall
      mean a credit facility under which Guarantor is a borrower and a party
      acceptable to Buyer Agent is lender, whereby (i) the lender thereunder is
      unconditionally committed to make advances to Guarantor upon request by
      Guarantor (other than any conditions acceptable to Buyer Agent); (ii) no event
      of default (or event which with notice or the passage of time, or both, would
      constitute an event of default) has occurred thereunder; and (iii) the period
      where such advances may be requested expires more than ninety (90) days from
      the
      date of determination.

    


    1.5 “Debt
      Service Coverage Ratio”
or
      “DSCR”
means,
      for any period, the ratio of Adjusted Net Income to Cash Interest Expense on
      the
      Total Recourse Indebtedness outstanding, it being understood that such
      determination shall be made on a cash basis.

    


    1.6 “Equity
      Proceeds”
means
      any proceeds received from the sale or issuance of any capital
      stock.

    


    1.7 “Guarantied
      Obligations”
means
      Seller’s obligations: (a) to fully and promptly pay all sums owed under the
      Transaction Documents at the times and according to the terms required by the
      Transaction Documents, without regard to any modification, suspension, or
      limitation of such terms not agreed to by the Buyer Agent, such as a
      modification, suspension, or limitation arising in or pursuant to any Insolvency
      Proceeding affecting Seller (even if any such modification, suspension, or
      limitation causes Seller’s obligation to become discharged or unenforceable and
      even if such modification was made with the Buyer Agent’s consent or agreement);
      and (b) to perform all other obligations contained in the Transaction
      Documents, whether monetary or nonmonetary, when and as required by the
      Transaction Documents, including all obligations of Seller relating to the
      Repurchase Transactions and the Security under the Transaction
      Documents.

    


    1.8 “Indebtedness”
means,
      for any Person without duplication: (a) obligations created, issued or incurred
      by such Person for borrowed money (whether by loan, the issuance and sale of
      debt securities or the sale of Property to another Person subject to an
      understanding or agreement, contingent or otherwise, to repurchase such Property
      from such Person); (b) obligations of such Person to pay the deferred purchase
      or acquisition price of Property or services, other than trade accounts payable
      (other than for borrowed money) arising, and accrued expenses incurred, in
      the
      ordinary course of business so long as such trade accounts payable are payable
      within ninety (90) days after the date the respective goods are delivered or
      the
      respective services are rendered; (c) Indebtedness of others secured by a Lien
      on the Property of such Person, whether or not the respective Indebtedness
      so
      secured has been assumed by such Person; (d) obligations (contingent or
      otherwise) of such Person in respect of letters of credit or similar instruments
      issued or accepted by banks and other financial institutions for account of
      such
      Person; (e) Capital Lease Obligations of such Person; (f) obligations of such
      Person under repurchase agreements, sale/buy-back agreements or like
      arrangements; (g) Indebtedness of others guarantied by such Person; (h) all
      obligations of such Person incurred in connection with the acquisition or
      carrying of fixed assets by such Person; (i) Indebtedness of general
      partnerships of which such Person is a general partner; (j) net liabilities
      under Hedging Agreements, as determined in accordance with GAAP; and (k) all
      Off-Balance Sheet Obligations of such Person

     

    
      
        
        

      

      
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    1.9 “Insolvency
      Proceeding”
means
      any case under Title 11 of the United States Code or any successor statute
      or any other insolvency, bankruptcy, reorganization, liquidation, or like
      proceeding, or other statute or body of law relating to creditors’ rights,
      whether brought under state, federal, or foreign law.

    


    1.10 “Intangible
      Assets”
means
      the excess of the cost over book value of assets acquired, patents, trademarks,
      trade names, copyrights, franchises and other intangible assets (excluding
      in
      any event the value of any residual securities).

    


    1.11 “Liens”
means
      any mortgage, lien, pledge, charge, security interest or similar
      encumbrance.

    


    1.12 “Mark-to-Market
      Indebtedness”
means
      the portion of Total Indebtedness of the Guarantor (which may be all of such
      Indebtedness) where the terms thereunder permit the holder thereof to make
      a
      margin call, accelerate all or part of such Indebtedness and/or request the
      repayment in full or in part prior to the applicable maturity date based on
      changes in the market value of the collateral securing such
      Indebtedness.

    


    1.13 “Marketable
      Securities”
means
      any of the following:

    


    (i) 100%
      of
      the market value of negotiable debt obligations issued by the U.S. Treasury
      Department having a remaining maturity of less than 1 year; or 

    


    (ii) 95%
      of
      the market value of negotiable debt obligations issued by the U.S. Treasury
      Department having a remaining maturity of 1-10 years; or 

    


    (iii) 90%
      of
      the market value of negotiable debt obligations issued by the U.S. Treasury
      Department having a remaining maturity of more than 10 years; or 

    


    (iv) 90%
      of
      the market value of single-class mortgage participation certificates
      (“FHLMC
      Certificates”)
      in
      book-entry form backed by single-family residential mortgage loans, the full
      and
      timely payment of interest at the applicable certificate rate and the ultimate
      collection of principal of which are guaranteed by the Federal Home Loan
      Mortgage Corporation (excluding Real Estate Mortgage Investment Conduit
      ("REMIC")
      or
      other multi-class pass-through certificates, collateralized mortgage
      obligations, pass-through certificates backed by adjustable rate mortgages,
      securities paying interest or principal only and similar derivative securities);
      or 

     

    
      
        
        

      

      
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    (v) 90%
      of
      the market value of single-class mortgage pass-through certificates
      (“FNMA
      Certificates”)
      in
      book-entry form backed by single-family residential mortgage loans, the full
      and
      timely payment of interest at the applicable certificate rate and ultimate
      collection of principal of which are guaranteed by the Federal National Mortgage
      Association (excluding REMIC or other multi-class pass-through certificates,
      pass-through certificates backed by adjustable rate mortgages collateralized
      mortgage obligations, securities paying interest or principal only and similar
      derivative securities); or 

    


    (vi) 90%
      of
      the market value of single-class fully modified pass-through certificates
      (“GNMA
      Certificates”)
      in
      book-entry form backed by single-family residential mortgage loans, the full
      and
      timely payment of principal and interest of which is guaranteed by the
      Government National Mortgage Association (excluding REMIC or other multi-class
      pass-through certificates, collateralized mortgage obligations, pass-through
      certificates backed by adjustable rate mortgages, securities paying interest
      or
      principal only and similar derivatives securities); or

    


    (vii) 85%
      of
      all actively and regularly traded investment-grade residential mortgage-backed
      securities; or

    


    (viii) such
      other collateral as Guarantor and Buyer Agent may agree, with such valuation
      percentage applied thereto as Buyer Agent, in its sole discretion acting in
      good
      faith shall deem appropriate.

    


    1.14 “Net
      Income”
means,
      for any period and for Guarantor and its consolidated Subsidiaries, the
      consolidated net income (or loss) of Guarantor and its consolidated Subsidiaries
      for such period as determined on a consolidated basis in accordance with GAAP
      as
      adjusted in accordance with the terms hereof.

    


    1.15 “Non-Recourse
      Indebtedness”
means,
      with respect to any Person, Indebtedness for borrowed money in respect of which
      recourse for payment (except for customary exceptions for fraud, misapplication
      of funds, environmental indemnities, and other customary exceptions to
      non-recourse provisions) is contractually limited to specific assets encumbered
      by a Lien securing such Indebtedness.

    


    1.16 “Off-Balance
      Sheet Obligations”
mean,
      with respect to any Person and its consolidated Subsidiaries determined on
      a
      consolidated basis as of any date of determination thereof, without duplication
      and to the extent not included as a liability on the consolidated balance sheet
      of such Person and its consolidated Subsidiaries in accordance with GAAP: (a)
      the monetary obligations under any financing lease or so-called “synthetic”,
      tax
      retention or off-balance sheet lease transaction which, upon the application
      of
      any insolvency laws to such Person or any of its consolidated Subsidiaries,
      would be characterized as indebtedness; (b) the monetary obligations under
      any
      sale and leaseback transaction which does not create a liability on the
      consolidated balance sheet of such Person and its consolidated Subsidiaries;
      or
      (c) any other monetary obligation arising with respect to any other transaction
      which (i) is characterized as indebtedness for tax purposes but not for
      accounting purposes in accordance with GAAP or (ii) is the functional equivalent
      of or takes the place of borrowing but which does not constitute a liability
      on
      the consolidated balance sheet of such Person and its consolidated Subsidiaries
      (for purposes of this clause
      (c),
      any
      transaction structured to provide tax deductibility as interest expense of
      any
      dividend, coupon or other periodic payment shall be deemed to be the functional
      equivalent of a borrowing).

     

    
      
        
        

      

      
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    1.17 “Property”
means
      any right or interest in or to property of any kind whatsoever, whether real,
      personal or mixed and whether tangible or intangible.

    


    1.18 “Security”
means
      any security or collateral held by or for the Buyer Agent, for the benefit
      of
      the Buyers, for the Repurchase Transactions or the Guarantied Obligations,
      whether real or personal property, including any mortgage, deed of trust,
      financing statement, security agreement, and other security document or
      instrument of any kind securing the Repurchase Transactions in whole or in
      part.

    


    1.19 “Seller”
means:
      (a) Seller as defined above, acting on its own behalf; (b) any estate
      created by the commencement of an Insolvency Proceeding affecting Seller;
      (c) any trustee, liquidator, sequestrator, or receiver of Seller or
      Seller’s property; and (d) any similar person duly appointed pursuant to
      any law governing any Insolvency Proceeding of Seller.

    


    1.20 “Subsidiary”
means,
      as to any Person, a corporation, partnership, limited liability company or
      other
      entity of which shares of stock or other ownership interests having ordinary
      voting power (other than stock or such other ownership interests having such
      power only by reason of a contingency) to elect a majority of the board of
      directors or other managers of such corporation, partnership, limited liability
      company or other entity are at the time owned, or the management of which is
      otherwise controlled, directly or indirectly through one or more intermediaries,
      or both, by such Person

    


    1.21 “Tangible
      Net Worth”
means,
      as of a particular date, (i) all amounts that would be included under
      stockholder’s equity on a balance sheet of Guarantor and its consolidated
      Subsidiaries at such date, determined in accordance with GAAP, less
      (ii) the
      sum of (A) amounts owing to Guarantor and its consolidated Subsidiaries from
      Affiliates and (B) Intangible Assets of Guarantor and its consolidated
      Subsidiaries.

    


    1.22 “Tangible
      Net Worth Ratio”
shall
      have the meaning provided in Section 5.2 of this Guaranty.

    


    1.23 “Total
      Recourse Indebtedness”
means,
      for any period, the aggregate Indebtedness (excepting any Non-Recourse
      Indebtedness) of Guarantor and its consolidated Subsidiaries during such
      period.

    


    1.24 “Unfunded
      Margin Amount”
means,
      in respect of any Eligible Asset on any date of determination, the positive
      difference, if any, between (a) the Market Value in respect of such Eligible
      Asset and (b) the outstanding Repurchase Price for such Eligible
      Asset.

    


    2. ABSOLUTE
      GUARANTY OF ALL GUARANTIED OBLIGATIONS. Guarantor
      unconditionally and irrevocably guarantees Seller’s prompt and complete payment,
      observance, fulfillment, and performance of all Guarantied Obligations.
      Guarantor shall be personally liable for, and personally obligated to pay and
      perform, all Guarantied Obligations. All assets and property of Guarantor shall
      be subject to recourse if Guarantor fails to pay and perform any Guarantied
      Obligation(s) when and as required to be paid and performed pursuant to the
      Transaction Documents.

     

    
      
        
        

      

      
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    3. NATURE
      AND SCOPE OF LIABILITY. Guarantor’s
      liability under this Guaranty is primary and not secondary. Guarantor’s
      liability under this Guaranty shall be in the full amount of all Guarantied
      Obligations, including any interest, default interest, costs and fees payable
      by
      Seller under the Transaction Documents, including any of the foregoing that
      would have accrued under the Transaction Documents but for any Insolvency
      Proceeding.

    


    4. CHANGES
      IN TRANSACTION DOCUMENTS. Without
      notice to, or consent by, Guarantor, and in the Buyer Agent’s sole and absolute
      discretion and without prejudice to the Buyer Agent or in any way limiting
      or
      reducing Guarantor’s liability under this Guaranty, but subject to the terms of
      the Repurchase Agreement, the Buyer Agent, on behalf of the Buyers, may:
      (a) grant extensions of time, renewals or other indulgences or
      modifications to Seller or any other party under any of the Transaction
      Document(s), (b) change, amend, or modify any Transaction Document(s),
      (c) authorize the sale, exchange, release or subordination of any Security,
      (d) accept or reject additional Security in accordance with the terms of
      the Repurchase Agreement, (e) discharge or release any party or parties
      liable under the Transaction Documents, (f) foreclose or otherwise realize
      on any Security, or attempt to foreclose or otherwise realize on any Security,
      whether such attempt is successful or unsuccessful, in accordance with the
      terms
      of the Repurchase Agreement, (g) accept or make compositions or other
      arrangements or file or refrain from filing a claim in any Insolvency
      Proceeding, (h) make loans to Seller in such amount(s) and at such time(s)
      as the Buyer Agent may determine, (i) credit payments in such manner and
      order of priority as the Buyer Agent may determine in its discretion,
provided
      that
      such credits shall be consistent with the requirements of the Repurchase
      Agreement and (j) otherwise deal with Seller and any other party related to
      the Repurchase Transactions or any Security as the Buyer Agent may determine
      in
      its sole and absolute discretion. Without limiting the generality of the
      foregoing, Guarantor’s liability under this Guaranty shall continue even if the
      Buyer Agent alters any obligations under the Transaction Documents in any
      respect or any Buyer’s, the Buyer Agent’s or Guarantor’s remedies or rights
      against Seller are in any way impaired or suspended without Guarantor’s consent.
      If the Buyer Agent performs any of the actions described in this paragraph,
      then
      Guarantor’s liability shall continue in full force and effect even if the Buyer
      Agent’s actions impair, diminish or eliminate Guarantor’s subrogation,
      contribution, or reimbursement rights (if any) against Seller.

    


    5. CERTAIN
      FINANCIAL COVENANTS. Guarantor
      shall satisfy with respect to itself each of the following financial covenants,
      as determined quarterly on a consolidated basis in conformity with GAAP as
      set
      forth in the financial statements of Guarantor delivered pursuant to
Section 15
      hereof:

    


    5.1 Maintenance
      of Tangible Net Worth.
      Tangible Net Worth at the end of each fiscal quarter shall not be less than
      the
      sum of (i) $400,000,000, plus,
      (ii) an
      amount equal to 75% of any Equity Proceeds;

     

    
      
        
        

      

      
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    5.2 Maintenance
      of Ratio of Total Recourse Indebtedness to Tangible Net Worth.
      The
      ratio of Total Recourse Indebtedness to Tangible Net Worth (the “Tangible
      Net Worth Ratio”)
      at the
      end of each fiscal quarter shall not be greater than 3.0:1.0;

    


    5.3 Changes
      in Tangible Net Worth.
      On any
      date, the Guarantor’s Tangible Net Worth shall not have decreased by (i) twenty
      percent (20%) or more from the Guarantor’s Tangible Net Worth as of the last
      Business Day in the third (3rd)
      month
      preceding such date; or (ii) forty percent (40%) or more from the Guarantor’s
      Tangible Net Worth as of the last Business Day in the twelfth (12th)
      month
      preceding such date;

    


    5.4 Minimum
      DSCR.
      DSCR at
      the end of each fiscal quarter shall not be less than 1.40:1.00;

     

    5.5 Minimum
      Liquidity.
      As of
      any date, the sum of the Guarantor’s (x) cash, (y) Marketable Securities, and
      (z) subject to the following proviso, availability under any Committed Facility
      that is unrestricted and not subject to liens, to be less than 5.0% of the
      Guarantor’s Indebtedness which is subject to mark-to-market provisions;
      provided, however ̧ that the maximum amount of availability under any Committed
      Facility that is unrestricted and not subject to liens that may be included
      for
      purposes of satisfying the requirements of this Section
      5.5
      shall
      not exceed 1.25% of the Guarantor’s Indebtedness which is subject to
      mark-to-market provisions; and

    


    5.6 Net
      Income.
      For any
      period of two consecutive fiscal quarters, Guarantor’s Net Income shall not be
      less than $1.00.

    


    5.7 Accounting
      Adjustments.
      Compliance with Sections 5.1 through 5.6 above shall be determined by excluding
      the assets and liabilities of variable interest entities required to be
      consolidated under FIN 46R and without giving any effect to any changes in
      or in
      the interpretation of FAS 140 after the date hereof.

    


    6. NATURE
      OF GUARANTY. Guarantor’s
      liability under this Guaranty is a guaranty of payment and performance of the
      Guarantied Obligations, and is not a guaranty of collection or collectability.
      Guarantor’s liability under this Guaranty is not conditioned or contingent upon
      the genuineness, validity, regularity or enforceability of any of the
      Transaction Documents. Guarantor’s liability under this Guaranty is a
      continuing, absolute, and unconditional obligation under any and all
      circumstances whatsoever (except as expressly stated, if at all, in this
      Guaranty), without regard to the validity, regularity or enforceability of
      any
      of the Guarantied Obligations. Guarantor acknowledges that Guarantor is fully
      obligated under this Guaranty even if Seller had no liability at the time of
      execution of the Transaction Documents or later ceases to be liable under any
      Transaction Document, whether pursuant to Insolvency Proceedings or otherwise.
      Guarantor shall not be entitled to claim, and irrevocably covenants not to
      raise
      or assert, any defenses against the Guarantied Obligations that would or might
      be available to Seller, other than actual payment and performance of all
      Guarantied Obligations in full in accordance with their terms. Guarantor waives
      any right to compel the Buyer Agent to proceed first against Seller or any
      Security before proceeding against Guarantor. Guarantor agrees that if any
      of
      the Guarantied Obligations are or become void or unenforceable (because of
      inadequate consideration, lack of capacity, Insolvency Proceedings, or for
      any
      other reason), then Guarantor’s liability under this Guaranty shall continue in
      full force with respect to all Guarantied Obligations as if they were and
      continued to be legally enforceable, all in accordance with their terms before
      giving effect to the Insolvency Proceedings. Guarantor also recognizes and
      acknowledges that its liability under this Guaranty may be more extensive in
      amount and more burdensome than that of Seller. Guarantor waives any defense
      that might otherwise be available to Guarantor based on the proposition that
      a
      guarantor’s liability cannot exceed the liability of the principal. Guarantor
      intends to be fully liable under the Guarantied Obligations regardless of the
      scope of Seller’s liability thereunder. Without limiting the generality of the
      foregoing, if the Guarantied Obligations are “nonrecourse”
as
      to
      Seller or Seller’s liability for the Guarantied Obligations is otherwise limited
      in some way, Guarantor nevertheless intends to be fully liable, to the full
      extent of all of Guarantor’s assets, with respect to all the Guarantied
      Obligations, even though Seller’s liability for the Guarantied Obligations may
      be more limited in scope or less burdensome. Guarantor waives any defenses
      to
      this Guaranty arising or purportedly arising from the manner in which any Buyer
      or the Buyer Agent disburses the Repurchase Transactions to Seller or otherwise,
      or any waiver of the terms of any Transaction Document by the Buyer Agent or
      other failure of the Buyer Agent to require full compliance with the Transaction
      Documents. Guarantor’s liability under this Guaranty shall continue until all
      sums due under the Transaction Documents have been paid in full and all other
      performance required under the Transaction Documents has been rendered in full,
      except as expressly provided otherwise (if at all) in this Guaranty. Guarantor’s
      liability under this Guaranty shall not be limited or affected in any way by
      any
      impairment or any diminution or loss of value of any Security whether caused
      by
      (a) hazardous substances, (b) the Buyer Agent’s failure to perfect a
      security interest in any Security, (c) any disability or other defense(s)
      of Seller, (d) any acts or omissions of the Buyers or the Buyer Agent; or
      (e) any breach by Seller of any representation or warranty contained in any
      Transaction Document.

     

    
      
        
        

      

      
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    7. WAIVERS
      OF RIGHTS AND DEFENSES. Guarantor
      waives any right to require the Buyer Agent or any Buyer to (a) proceed
      against Seller, (b) proceed against or exhaust any Security, or
      (c) pursue any other right or remedy for Guarantor’s benefit. Guarantor
      agrees that the Buyer Agent may proceed against Guarantor with respect to the
      Guarantied Obligations without taking any actions against Seller and without
      proceeding against or exhausting any Security. Guarantor agrees that the Buyer
      Agent may unqualifiedly exercise in its sole discretion (or may waive or
      release, intentionally or unintentionally) any or all rights and remedies
      available to it against Seller without impairing the Buyer Agent’s rights and
      remedies in enforcing this Guaranty, under which Guarantor’s liabilities shall
      remain independent and unconditional. Guarantor agrees and acknowledges that
      the
      Buyer Agent’s exercise (or waiver or release) of certain of such rights or
      remedies may affect or eliminate Guarantor’s right of subrogation or recovery
      against Seller (if any) and that Guarantor may incur a partially or totally
      nonreimbursible liability in performing under this Guaranty. Guarantor has
      assumed the risk of any such loss of subrogation rights, even if caused by
      the
      Buyer Agent’s acts or omissions. If the Buyer Agent’s enforcement of rights and
      remedies, or the manner thereof, limits or precludes Guarantor from exercising
      any right of subrogation that might otherwise exist, then the foregoing shall
      not in any way limit the Buyer Agent’s rights to enforce this Guaranty. Without
      limiting the generality of any other waivers in this Guaranty, Guarantor
      expressly waives any statutory or other right that Guarantor might otherwise
      have to: (i) limit Guarantor’s liability after a nonjudicial foreclosure
      sale conducted in accordance with the terms of the Repurchase Agreement and
      applicable law to the difference between the Guarantied Obligations and the
      fair
      market value of the property or interests sold at such nonjudicial foreclosure
      sale or to any other extent, (ii) otherwise limit the Buyer Agent’s right
      to recover a deficiency judgment after any foreclosure sale conducted in
      accordance with the terms of the Repurchase Agreement and applicable law, or
      (iii) require the Buyer Agent to exhaust its Security before the Buyer
      Agent may obtain, for the benefit of the Buyers, a personal judgment for any
      deficiency. Notwithstanding anything in the Repurchase Agreement to the
      contrary, any proceeds of a foreclosure or similar sale shall be applied first
      to any obligations of Seller that also constitute Guarantied Obligations within
      the meaning of this Guaranty. Guarantor acknowledges and agrees that any
      nonrecourse or exculpation provided for in any Transaction Document, or any
      other provision of a Transaction Document limiting the Buyer Agent’s recourse to
      specific Security or limiting the Buyer Agent’s right to enforce a deficiency
      judgment against Seller or any other person, shall have absolutely no
      application to Guarantor’s liability under this Guaranty.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    8. ADDITIONAL
      WAIVERS. Guarantor
      waives diligence and all demands, protests, presentments and notices of every
      kind or nature, including notices of protest, dishonor, nonpayment, acceptance
      of this Guaranty and the creation, renewal, extension, modification or accrual
      of any of the Guarantied Obligations. Guarantor further waives the right to
      plead any and all statutes of limitations as a defense to Guarantor’s liability
      under this Guaranty or the enforcement of this Guaranty. No failure or delay
      on
      the Buyer Agent’s part in exercising any power, right or privilege under this
      Guaranty shall impair or waive any such power, right or privilege.

    


    9. NO
      DUTY TO PROVE LOSS. To
      the
      extent that Guarantor at any time incurs any liability under this Guaranty,
      Guarantor shall immediately pay the Buyer Agent (to be applied on account of
      the
      Guarantied Obligations) the amount provided for in this Guaranty, without any
      requirement that the Buyer Agent demonstrate that the Buyer Agent or any Buyer
      has currently suffered any loss or that the Buyer Agent or any Buyer has
      otherwise exercised (to any degree) or exhausted any of the Buyer Agent’s or
      Buyers’ rights or remedies with respect to Seller or any Security.

    


    10. FULL
      KNOWLEDGE. Guarantor
      acknowledges, represents, and warrants that Guarantor has had a full and
      adequate opportunity to review the Transaction Documents, the transactions
      contemplated by the Transaction Documents, and all underlying facts relating
      to
      such transactions. Guarantor represents and warrants that Guarantor fully
      understands: (a) the remedies the Buyer Agent and/or the Buyers may pursue
      against Seller and/or Guarantor in the event of a default under the Transaction
      Documents, (b) the value (if any) and character of any Security and
      (c) Seller’s financial condition and ability to perform under the
      Transaction Documents. Guarantor agrees to keep itself fully informed regarding
      all aspects of the foregoing and the performance of Seller’s obligations to the
      Buyer Agent and the Buyers. Neither Buyer Agent nor any Buyer has a duty,
      whether now or in the future, to disclose to Guarantor any information
      pertaining to Seller, the Repurchase Transactions or any Security. If at any
      time provided for in the Transaction Documents, Guarantor agrees and
      acknowledges that an Insolvency Proceeding affecting Guarantor, or other actions
      or events relating to Guarantor (including Guarantor’s change in financial
      position), as set forth in the Transaction Documents, may be event(s) of default
      under the Transaction Documents.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    11. REPRESENTATIONS
      AND WARRANTIES. Guarantor
      acknowledges, represents, and warrants as follows, and acknowledges that the
      Buyer Agent is relying upon the following acknowledgments, representations,
      and
      warranties by Guarantor in making the Repurchase Transactions:

    


    11.1 Due
      Authorization.
      This
      Guaranty has been duly authorized, executed, and delivered by Guarantor, and
      is
      a legally valid and binding obligation of Guarantor, enforceable against
      Guarantor in accordance with its terms, subject to bankruptcy, insolvency and
      other limitations on creditors’ rights generally and to equitable
      principles.

    


    11.2 No
      Conflict.
      The
      execution, delivery, and performance of this Guaranty will not violate any
      provision of any law, regulation, judgment, order, decree, determination, or
      award of any court, arbitrator or governmental authority, or of any mortgage,
      indenture, loan, or security agreement, lease, contract or other agreement,
      instrument or undertaking to which Guarantor is a party or that purports to
      bind
      Guarantor or any of Guarantor’s property or assets.

    


    11.3 No
      Third Party Consent Required.
      No
      consent of any person (including creditors or partners, members, stockholders
      or
      other owners of Guarantor) is required in connection with Guarantor’s execution
      of this Guaranty or performance of Guarantor’s obligations under this Guaranty
      (other than consents that have been obtained). Guarantor’s execution of, and
      obligations under, this Guaranty are not contingent upon any consent, license,
      permit, approval or authorization of, exemption by, notice or report to or
      registration, filing or declaration with, any governmental authority, bureau
      or
      agency, whether local, state, federal or foreign.

    


    11.4 Authority
      and Execution.
      Guarantor has the necessary corporate power and authority to execute, deliver
      and perform its obligations under this Guaranty.

    


    11.5 No
      Representations by the Buyer Agent nor the Buyers.
      Guarantor delivers this Guaranty based solely upon Guarantor’s own independent
      investigation and based in no part upon any representation, statement, or
      assurance by the Buyer Agent or the Buyers.

    


    12. REIMBURSEMENT
      AND SUBROGATION RIGHTS. Except
      to
      the extent that the Buyer Agent notifies Guarantor to the contrary in writing
      from time to time:

    


    12.1 General
      Deferral of Reimbursement.
      Guarantor waives any right to be reimbursed by Seller for any payment(s) made
      by
      Guarantor on account of the Guarantied Obligations, unless and until all
      Guarantied Obligations have been paid in full and all periods within which
      such
      payments may be set aside or invalidated have expired. Guarantor acknowledges
      that Guarantor has received adequate consideration for execution of this
      Guaranty by virtue of the Buyers’ entering into the Repurchase Transactions
      (which benefits Guarantor, as an owner or principal of Seller) and Guarantor
      does not require or expect, and is not entitled to, any other right of
      reimbursement against Seller as consideration for this Guaranty.

    


    12.2 Deferral
      of Subrogation and Contribution.
      Guarantor agrees it shall have no right of subrogation against Seller, the
      Buyers or the Buyer Agent and no right of subrogation against any Security
      unless and until: (a) all amounts due under the Transaction Documents have
      been paid in full and all other performance required under the Transaction
      Documents has been rendered in full to the Buyer Agent and the Buyers; and
      (b) all periods within which such payment and performance may be set aside
      or invalidated have expired (such deferral of Guarantor’s subrogation and
      contribution rights, the “Subrogation
      Deferral”).

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    12.3 Effect
      of Invalidation.
      To the
      extent that a court of competent jurisdiction determines that Guarantor’s
      Subrogation Deferral is void or voidable for any reason, Guarantor agrees,
      notwithstanding any acts or omissions by the Buyers or the Buyer Agent, that
      Guarantor’s rights of subrogation against Seller, the Buyer Agent and
      Guarantor’s right of subrogation against any Security shall at all times be
      junior and subordinate to the Buyer Agent’s rights against Seller and to the
      Buyer Agent’s right, title, and interest in such Security.

    


    13. CLAIMS
      IN INSOLVENCY PROCEEDING. Guarantor
      shall not file any claim in any Insolvency Proceeding affecting Seller unless
      Guarantor simultaneously assigns and transfers such claim to the Buyer Agent,
      without consideration, pursuant to documentation fully satisfactory to the
      Buyer
      Agent. Guarantor shall automatically be deemed to have assigned and transferred
      such claim to the Buyer Agent whether or not Guarantor executes documentation
      to
      such effect. By executing this Guaranty, Guarantor hereby authorizes the Buyer
      Agent (and grants the Buyer Agent a power of attorney coupled with an interest,
      and hence irrevocable) to execute and file such assignment and transfer
      documentation on Guarantor’s behalf. the Buyer Agent shall have the sole right
      to vote, receive distributions on and exercise all other rights with respect
      to
      any such claim; provided,
      however,
      that if
      and when the Guarantied Obligations have been paid in full, the Buyer Agent
      shall release to Guarantor any further payments received on account of any
      such
      claim.

    


    14. BUYER’S
      DISGORGEMENT OF PAYMENTS. Upon
      payment of all or any portion of the Guarantied Obligations, Guarantor’s
      obligations under this Guaranty shall continue and remain in full force and
      effect if all or any part of such payment is, pursuant to any Insolvency
      Proceeding or otherwise, avoided or recovered directly or indirectly from the
      Buyer Agent as a preference, fraudulent transfer, or otherwise irrespective
      of
      (a) any notice of revocation given by Guarantor prior to such avoidance or
      recovery or (b) payment in full of the Repurchase Transactions. Guarantor’s
      liability under this Guaranty shall continue until all periods have expired
      within which the Buyer Agent could (on account of Insolvency Proceedings,
      whether or not then pending, affecting Seller or any other person) be required
      to return, repay, or disgorge any amount paid at any time on account of the
      Guarantied Obligations.

    


    15. FINANCIAL
      INFORMATION. Within
      ninety days after the end of each fiscal year of Guarantor and within forty-five
      days after the end of each of the first three fiscal quarters, Guarantor shall
      deliver to the Buyer Agent the financial statements of Guarantor (audited for
      the annual financial statements and unaudited for the financial statements
      of
      the first three fiscal quarters), together with an officer’s certificate
      addressed to the Buyer Agent certifying that, as of the end of such fiscal
      quarter or fiscal year, as applicable, Guarantor was in compliance with each
      of
      the financial covenants contained in Section 5
      of this
      Guaranty and showing in reasonable detail the calculations demonstrating such
      compliance.

    


    16. CONSENT
      TO JURISDICTION. Guarantor
      agrees that any proceeding to enforce this Guaranty may be brought in any state
      or federal court located in the State of New York. By executing this Guaranty,
      Guarantor irrevocably accepts and submits to the nonexclusive jurisdiction
      of
      each of the aforesaid courts, generally and unconditionally with respect to
      any
      such proceeding.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    17. MERGER;
      NO CONDITIONS; AMENDMENTS. This
      Guaranty and documents referred to herein contain the entire agreement among
      the
      parties with respect to the matters set forth in this Guaranty. This Guaranty
      supersedes all prior agreements among the parties with respect to the matters
      set forth in this Guaranty. No course of prior dealings among the parties,
      no
      usage of trade, and no parol or extrinsic evidence of any nature shall be used
      to supplement, modify, or vary any terms of this Guaranty. This Guaranty is
      unconditional. There are no unsatisfied conditions to the full effectiveness
      of
      this Guaranty. No terms or provisions of this Guaranty may be changed, waived,
      revoked, or amended without the written agreement of the parties hereto. If
      any
      provision of this Guaranty is determined to be unenforceable, then all other
      provisions of this Guaranty shall remain fully effective.

    


    18. GOVERNING
      LAW; ENFORCEMENT. This
      Guaranty shall be governed and construed in accordance with the internal laws
      of
      the State of New York (without regard to conflict of laws principles),
      notwithstanding the location of any Security. Guarantor acknowledges that any
      restrictions, limitations and prohibitions set forth in New York Real Property
      Actions and Proceedings Law Sections 1301 and 1371 that would or might otherwise
      limit or establish conditions to the Buyer Agent’s recovery of a judgment
      against Guarantor if the Security were located in the State of New York shall
      have absolutely no application to the Buyer Agent’s enforcement of this Guaranty
      as against Guarantor, except to the extent that real property Security is
      located within the State of New York. Guarantor acknowledges that this Guaranty
      is an “instrument
      for the payment of money only,”
within
      the meaning of New York Civil Practice Law and Rules
      Section 3213.

    


    19. FURTHER
      ASSURANCES. Guarantor
      shall execute and deliver such further documents, and perform such further
      acts,
      as the Buyer Agent may reasonably request to achieve the intent of the parties
      as expressed in this Guaranty, provided, in each case, that any such
      documentation is consistent with this Guaranty and with the Transaction
      Documents.

    


    20. WAIVER
      OF TRIAL BY JURY. GUARANTOR
      WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO
      THIS GUARANTY OR THE TRANSACTION DOCUMENTS OR ANY OBLIGATION(S) OF GUARANTOR
      HEREUNDER OR UNDER THE TRANSACTION DOCUMENTS.

    


    21. MISCELLANEOUS.

     

    21.1 Assignability.
      the
      Buyer Agent may assign this Guaranty (in whole or in part) together with any
      one
      or more of the Transaction Documents to any Person permitted under the
      Repurchase Agreement, without in any way affecting Guarantor’s or Seller’s
      liability. In connection with any such assignment, Guarantor shall deliver
      such
      documentation as the Buyer Agent shall reasonably request. This Guaranty shall
      benefit the Buyer Agent and its successors and permitted assigns and shall
      bind
      Guarantor and its heirs, executors, administrators and successors. Guarantor
      may
      not assign this Guaranty, in whole or in part.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    21.2 Notices.
      All
      notices, consents, approvals and requests required or permitted hereunder shall
      be given in writing and shall be effective for all purposes if hand delivered
      or
      sent by (i) hand delivery, with proof of attempted delivery,
      (ii) certified or registered United States mail, postage prepaid,
      (iii) expedited prepaid delivery service, either commercial or United
      States Postal Service, with proof of delivery or (iv) by facsimile (with
      transmission confirmation), provided
      that
      such faxed notice must also be delivered by one of the means set forth in (i),
      (ii) or (iii) above, addressed if to the Buyer Agent at Bank of America, N.A.,
      Mail Code: NC1-027-19-01, Hearst Tower, 214 North Tryon Street, Charlotte, NC
      28555, Attention: Christopher Young, Vice President, Portfolio Management,
      Facsimile: (704) 388-9169, and if to Guarantor at c/o BlackRock Financial
      Management, Inc., 40 East 52nd Street, New York, NY 10022, Attention: Mr.
      Richard Shea, Facsimile No. (212) 754-8758, or at such other address and person
      as shall be designated from time to time by any party hereto, as the case may
      be, in a written notice to the other parties hereto in the manner provided
      for
      in this Section. A copy of all notices directed to Guarantor shall be delivered
      concurrently to the following: Latham & Watkins LLP, 885 Third Ave., New
      York, NY 10022, Attn: David Stewart (028354-0040), Facsimile No.: (212) 751
      4864. A notice shall be deemed to have been given: (x) in the case of hand
      delivery, registered or certified mail or expedited prepaid delivery service,
      at
      the time of delivery or (y) in the case of facsimile, upon receipt of
      transmission confirmation, provided
      that
      such faxed notice was also delivered as required in this Section. A party
      receiving a notice which does not comply with the technical requirements for
      notice under this Section may elect to waive any deficiencies and treat the
      notice as properly given.

    


    21.3 Interpretation.
      The
      word “include” and its variants shall be interpreted in each case as if followed
      by the words “without limitation.”

    


    21.4 Counterparts.
      This
      Guaranty may be executed in counterparts, each of which so executed shall be
      deemed to be an original, but all of such counterparts shall together constitute
      but one and the same instrument.

    


    22. BUSINESS
      PURPOSES. Guarantor
      acknowledges that this Guaranty, although executed in Guarantor’s individual
      capacity, is executed and delivered for business and commercial purposes, and
      not for personal, family, household, consumer or agricultural purposes.
      Guarantor acknowledges that Guarantor is not entitled to, and does not require
      the benefits of, any rights, protections, or disclosures that would or may
      be
      required if this Guaranty were given for personal, family, household, consumer,
      or agricultural purposes. Guarantor acknowledges that none of Guarantor’s
      obligation(s) under this Guaranty constitute(s) a “debt” within the meaning of
      the United States Fair Debt Collection Practices Act, 15 U.S.C.
§ 1692a(5), and accordingly compliance with the requirements of such act is
      not required if the Buyer Agent (directly or acting through its counsel) makes
      any demand or commences any action to enforce this Guaranty.

    


    23. NO
      THIRD-PARTY BENEFICIARIES. This
      Guaranty is executed and delivered for the benefit of the Buyer Agent, for
      the
      benefit of the Buyers, and its heirs, successors, and permitted assigns, and
      is
      not intended to benefit any third party.

    


    24. CERTAIN
      ACKNOWLEDGMENTS BY GUARANTOR. GUARANTOR
      ACKNOWLEDGES THAT BEFORE EXECUTING THIS GUARANTY: (A) GUARANTOR HAS HAD THE
      OPPORTUNITY TO REVIEW IT WITH AN ATTORNEY OF GUARANTOR’S CHOICE; (B) THE
      BUYER AGENT HAS RECOMMENDED TO GUARANTOR THAT GUARANTOR OBTAIN SEPARATE COUNSEL,
      INDEPENDENT OF SELLER’S COUNSEL, REGARDING THIS GUARANTY; AND (C) GUARANTOR
      HAS CAREFULLY READ THIS GUARANTY AND UNDERSTOOD THE MEANING AND EFFECT OF ITS
      TERMS, INCLUDING ALL WAIVERS AND ACKNOWLEDGMENTS CONTAINED IN THIS GUARANTY
      AND
      THE FULL EFFECT OF SUCH WAIVERS AND THE SCOPE OF GUARANTOR’S OBLIGATIONS UNDER
      THIS GUARANTY.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    25. Effect
      of amendment and restatement. As
      of the
      date hereof, the Existing Guaranty shall be amended, restated and superseded
      in
      its entirety. Each party to any Transaction Document hereby reaffirms its duties
      and obligations under such Transaction Document or Transaction Documents to
      which it is a party. Each reference to the Existing Guaranty in any Transaction
      Document shall be deemed to be a reference to this Guaranty.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the date
      indicated below.

    


    Date:
      August 7, 2008

    


    


    GUARANTOR

    Anthracite
      Capital, Inc.

     

    


    By:  /s/
      Richard Shea     
                                     

    Name:
      Richard
      Shea                                     


    Title:
      President and
      COO                             


    


    Acknowledgment(s)

    


    Bank
      of
      America, N.A., as buyer agent

     

    


    By:  /s/
      Jeffrey B.
      Hoyle                                       

    Name:
      Jeffrey B.
      Hoyle                                 

    Title:
      Managing Director   
                          


     

    


    


    Anthracite
      Capital BOFA Funding LLC

    


    By: Anthracite
      Capital, Inc., its sole member

     

     

    By:  /s/
      Richard
      Shea                                           

    Name:
      Richard
      Shea                                     

    Title:
      President and
      COO